CZC-2 - AFFIDAVITCONSENT
April 9, 2019
The undersigned, hereby takes the following actions and adopts the following resolutions:
The undersigned is a member of Adler AB Industrial, LLC, a Delaware limited liability
company (the “Company”), pursuant to that certain Limited Liability Company Operating
Agreement of the Company, dated as of March 15, 2019 (as amended from time to time, the
“Company Agreement”), by and between the undersigned and Adler VA Industrial, LLC, a
Delaware limited liability company (“Sponsor”). Each capitalized term used herein and not
defined herein shall have the meaning given to it in the Company Agreement.
The Company is the sole member of Adler AB Mezzanine, LLC, a Delaware limited
liability company (“Sole Member”), which is the sole member of each of the entities listed on
Schedule 1 hereto (each, a “Property Owner”).
The undersigned has appointed Sponsor as the initial Managing Member of the Company,
subject to all of the terms and conditions of the Company Agreement;
In such capacity, Sponsor is responsible for overseeing, supervising and coordinating all
capital improvements and renovations at the Company Property contemplated by the Master
Business Plan in accordance with the Master Business Plan and subject to Section 5.2(b) and
Section 5.3 of the Company Agreement and other policies and guidelines approved by the
undersigned in accordance with the Company Agreement (collectively, the “Contemplated
Capital Improvements”);
The undersigned hereby authorizes Michael Adler, as President of each Property Owner,
to execute and deliver each agreement, certificate, document and other instrument necessary to
perform and complete the Contemplated Capital Improvements, and to take all such further action
as may be necessary in connection therewith; and
All such documents and acts in connection with the performance and completion of the
Contemplated Capital Improvements heretofore executed, performed and delivered for or on
behalf of the Company by Sponsor or for or on behalf of each Property Owner by Michael Adler
are hereby ratified adopted and confirmed in all respects.
The exchange of executed copies of this Consent by facsimile or portable document format
(.pdf) transmission shall constitute effective execution and delivery of this Consent for all
purposes, and signatures to this Consent transmitted by facsimile or portable document format
(.pdf) shall be deemed to be original signatures for all purposes.
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Signature Page to Consent
IN WITNESS WHEREOF, the foregoing action is taken and shall be effective as of the
date first above written.
AB US REP II IDAHO, LLC
a Delaware limited liability company
By: ____________________________________
Name:
Title:
Schedule 1
Schedule 1
ADLER AB OWNER I, LLC, a Delaware limited liability company
ADLER AB OWNER II, LLC, a Delaware limited liability company
ADLER AB OWNER II, LLC, a Delaware limited liability company
ADLER AB OWNER IV, LLC, a Delaware limited liability company
ADLER AB OWNER V, LLC, a Delaware limited liability company
ADLER AB OWNER VII, LLC, a Delaware limited liability company
ADLER AB OWNER VIII, LLC, a Delaware limited liability company
ADLER AB OWNER IX, LLC, a Delaware limited liability company
ADLER AB OWNER X, LLC, a Delaware limited liability company